Board Committees

The Board of Directors has established three permanent committees from amongst its members to support its work and has defined the rules of procedure for them.

The committee chairmen and members are elected annually. The committees report on their work to the entire Board of Directors on a regular basis. The committees have no independent decision-making power.

Audit committee

The Board of Directors appoints an Audit Committee to assist it in its task of supervising the Amer Sports' financial administration. The Audit Committee comprises a minimum of three members of the Board of Directors. The members must be independent and have the qualifications necessary to perform the duties of the Audit Committee. The Audit Committee meets at least four times per year and maintains regular contact with the company’s external auditor. The Audit Committee monitors the reporting of the company’s financial statements and the adequacy of internal control and risk management systems. In addition, the Audit Committee monitors the statutory audit process, evaluates the independence of the statutory audit firm, and prepares the recommendation presented to the Annual General Meeting on the election of the auditor.

2011

In addition to its normal duties the Audit Committee reviewed the design and implementation projects for financial shared services. It also approved the new Internal Controls charter and long-term internal control implementation plan.

Members of the Audit Committee

Hannu Ryöppönen (chairman)
Ilkka Brotherus
Martin Burkhalter

The Audit Committee convened five (5) times in 2011 and the meeting attendance rate was 100%. Composition of the Audit Committee during the period of January 1, 2011–March 10, 2011 was the same as after March 10, 2011.

Compensation committee

The Board of Directors appoints a Compensation Committee to ensure good governance in monitoring executive rewards, to recommend Amer Sports’ reward philosophy and executive reward programs, to assess pay and performance relationships and to recommend executive pay decisions concerning the President and CEO and his immediate direct reports for approval by Amer Sports’ Board of Directors. The Compensation Committee comprises a minimum of three members of the Board of Directors. The chairman of the committee convenes meetings as required, but at least twice a year.

2011

Members of the Compensation Committee

Pirjo Väliaho (chairman)
Anssi Vanjoki
Christian Fischer
Bruno Sälzer

The Compensation Committee convened two (2) times in 2011 and the meeting attendance rate was 88.0%. Composition of the Compensation Committee during the period of January 1, 2011–March 10, 2011 was the same as after March 10, 2011.

Nomination committee

The Board of Directors appoints a Nomination Committee to assist it in its task of ensuring good governance in preparing proposals concerning members of the Board of Directors and their compensation for decision by the General Meeting of shareholders. The Nomination Committee communicates with major shareholders in matters concerning the appointment of the Board of Directors, when such action is appropriate. The Nomination Committee comprises a minimum of three members of the Board of Directors. The chairman of the committee convenes meetings as required, but at least once a year.

2011

Members of the Nomination Committee

Ilkka Brotherus (chairman)
Anssi Vanjoki
Martin Burkhalter

The Nomination Committee convened altogether five (5) times in 2011 and the meeting attendance rate was 100%. Composition of the Nomination Committee during the period of January 1, 2011–March 10, 2011 was the same as after March 10, 2011.